8-K

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

Date: November 8, 2022

/s/ Gianluca Romano

Gianluca Romano

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2022

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

001-31560

98-1597419

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

38/39 Fitzwilliam Square

Dublin 2, Ireland

D02 NX53

(Address of principal executive office)

(Zip Code)

Registrant’s telephone number, including area code: (353) (1) 234-3136

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Ordinary Shares, par value $0.00001 per share

STX

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On November 8, 2022, Seagate Technology Holdings public limited company (the “Company”) and its subsidiary Seagate HDD Cayman (the “Borrower”) entered into the seventh amendment (the “Amendment”) to the Credit Agreement, dated as of February 20, 2019, by and among the Company, the Borrower, the lenders party thereto, and The Bank of Nova Scotia, as administrative agent (as amended from time to time, the “Credit Agreement”). The Amendment amended the Credit Agreement to, among other things, increase the maximum permitted total leverage ratio the Company must comply with during the covenant relief period and prohibit the Company from pursuing the use of the incremental facility (being the ability of the Borrower to establish incremental loan commitments or incremental term loan commitments of up to $100.0 million in the aggregate, as set out in the sixth amendment to the Credit Agreement) during the covenant relief period. The maximum permitted total leverage ratio is 5.0 to 1.0 beginning with the fiscal quarter ending December 30, 2022, with periodic step downs, and returning to a maximum permitted leverage ratio of 4.0 to 1.0 for any fiscal quarter ending at any time other than during the covenant relief period. The covenant relief period commenced on the effective date of the Amendment and terminates on June 28, 2024, unless sooner terminated by the Company in accordance with the Credit Agreement. The other material terms of the Credit Agreement remain unchanged.

Certain of the lenders under the Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Borrower or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference to this Item 2.03.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Seagate Technology Holdings PLC filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation